exhibit4.htm


    Exhibit
4.1

    


    FIRST
SUPPLEMENTAL INDENTURE

     

    THIS FIRST SUPPLEMENTAL
INDENTURE, dated as of the 19th day of
August, 2008, between MASSEY
ENERGY COMPANY, a Delaware corporation (the “Company”), the guarantors
party hereto (the “Guarantors”) and WILMINGTON TRUST COMPANY, as
trustee (the “Trustee”), amends and supplements that certain Indenture, dated as
of November 10, 2003, by and among the Company, the Guarantors and the
Trustee (the “Indenture”).  Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the
Indenture.

     

    RECITALS
OF THE COMPANY

     

    WHEREAS, the Company desires
to enter into this First Supplemental Indenture to eliminate substantially all
of the restrictive covenants in the Indenture and to eliminate certain
definitions, cross references and related provisions made irrelevant as a result
of the deletion of such restrictive covenants;

     

    WHEREAS, pursuant to Section
8.02 of the Indenture, the Company has obtained the consent of the Holders of at
least a majority in aggregate principal amount of the Company’s outstanding
6.625% Senior Notes due 2010 (the “Notes”), the only outstanding Notes issued
under the Indenture;

     

    WHEREAS, the Company has
provided a written request, accompanied by a Board resolution authorizing the
execution of this First Supplemental Indenture, to the Trustee requesting that
the Trustee join the Company and the Guarantors in the execution of this First
Supplemental Indenture;

     

    WHEREAS, the Company and the
Guarantors have delivered to the Trustee in accordance with Section 8.06 of the
Indenture, an Officer’s Certificate and an Opinion of Counsel stating that this
First Supplemental Indenture is permitted under the Indenture and is a legal,
valid and binding obligation of the Company and the Guarantors, enforceable
against the Company and the Guarantors in accordance with its terms;
and

     

    WHEREAS, all things necessary
on the part of the Company and the Guarantors to make this First Supplemental
Indenture a valid, binding and legal agreement of the Company and the
Guarantors, enforceable in accordance with its terms, have been
done.

     

    For
valuable consideration, the receipt of which is hereby acknowledged, it is
mutually covenanted and agreed, for the equal and ratable benefit of all Holders
of the Notes, as follows:

     

    SECTION
1.     Amendments to Table of
Contents.

     

    The Table
of Contents of the Indenture is amended by deleting the titles to Sections 4.02
through and including 4.12, Section 4.14 and Sections 4.18 through and including
4.20, and inserting, in each case, in lieu thereof the phrase “[intentionally
omitted]”.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    SECTION
2.     Deletion of Provisions in
the Indenture.

     

    The
following provisions of the Indenture are hereby deleted in their entirety and
replaced, in each case, with the phrase “[intentionally omitted]”:

     

    Section
4.02                                Reports
to Holders

     

    Section
4.03                                Waiver
of Stay, Extension or Usury Laws

     

    Section
4.04                                Compliance
Certificate

     

    Section
4.05                                Taxes

     

    Section
4.06                                Limitations
on Additional Indebtedness

     

    Section
4.07                                Limitations
on Restricted Payments

     

    Section
4.08                                Limitations
on Liens

     

    Section
4.09                                Limitations
on Transactions with Affiliates

     

    Section
4.10                                Limitation
on Asset Sales

     

    Section
4.11                               
Limitation
on the Issuance or Sale of Equity Interests of Restricted
Subsidiaries

     

    Section
4.12                                Limitations
on Dividend and Other Restrictions Affecting Restricted
Subsidiaries

     

    Section
4.14                               
Legal Existence

     

    Section
4.18                               
Limitations
on Layering Indebtedness

     

    Section
4.19                                Limitations
on Designation of Unrestricted Subsidiaries

     

    Section
4.20                                Limitations
on Sale and Leaseback Transactions

     

    SECTION 3     Related Definitions and
References.

     

    All definitions and references thereto
used exclusively in, and all references to, the deleted sections of the
Indenture set forth in Section 2 above are also deleted in their entirety in the
Indenture and the Notes.

     

    SECTION
4     Ratification.

     

    Except as
expressly supplemented hereby, all of the provisions of the Indenture are hereby
ratified and confirmed as in full force and effect.

    


    
      
        
           


        

        
           
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    SECTION
5     Governing
Law.

     

    This
First Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York, as applied to contracts made and
performed within the State of New York.

     

    SECTION
6.     Counterparts.

     

    This
instrument may be executed in one or more counterparts, each of which so
executed shall be deemed to be an original, but all of which shall together
constitute but one and the same instrument.

     

    SECTION
7.     Conflict with Trust
Indenture Act

     

    If any
provision of this First Supplemental Indenture limits, qualifies or conflicts
with any provision of the Trust Indenture Act that may not be so limited,
qualified or conflicted with, such provision of such Act shall
control.  If any provision of this First Supplemental Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the provision of such Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this First Supplemental Indenture,
as the case may be.

    


    
      
        
           


        

        
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    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this First Supplemental Indenture as
of the day and year first above written.

     

    MASSEY
ENERGY COMPANY

     

    


    By:           /s/ Eric B.
Tolbert                                                                

    Eric B. Tolbert

    Vice President and

    Chief Financial Officer

    


    Guarantors:

    


    A.T. MASSEY COAL COMPANY,
INC.

    ALEX ENERGY, INC.

    ARACOMA COAL COMPANY,
INC.

    BANDMILL COAL CORPORATION

    BANDYTOWN COAL COMPANY

    BARNABUS LAND COMPANY

    BELFRY COAL CORPORATION

    BEN CREEK COAL COMPANY

    BIG BEAR MINING COMPANY

    BIG SANDY VENTURE CAPITAL
CORP.

    BLACK KING MINE DEVELOPMENT
CO.

    BLUE RIDGE VENTURE CAPITAL
CORP.

    BOONE EAST DEVELOPMENT
CO.

    BOONE ENERGY COMPANY

    BOONE WEST DEVELOPMENT
CO.

    CENTRAL PENN ENERGY COMPANY,
INC.

    CENTRAL WEST VIRGINIA
ENERGYCOMPANY

    CERES LAND COMPANY

    CLEAR FORK COAL COMPANY

    CRYSTAL FUELS COMPANY

    DEHUE COAL COMPANY

    DELBARTON MINING COMPANY

    DEMETER LAND COMPANY

    DOUGLAS POCAHONTAS
COALCORPORATION

    DRIH CORPORATION

    DUCHESS COAL COMPANY

    DUNCAN FORK COAL COMPANY

    EAGLE ENERGY, INC.

    ELK RUN COAL COMPANY,
INC.

    FEATS VENTURE CAPITAL
CORP.

    GOALS COAL COMPANY

    GREEN VALLEY COAL COMPANY

    GREYEAGLE COAL COMPANY

    HADEN FARMS, INC.

    HANNA LAND COMPANY, LLC

    by ALEX ENERGY, INC., its
Manager

    HAZY RIDGE COAL COMPANY

    HIGHLAND MINING COMPANY

    HOPKINS CREEK COAL
COMPANY

    INDEPENDENCE COAL COMPANY,
INC.

    JACKS BRANCH COAL COMPANY

    JOBONER COAL COMPANY

    


    
      
        
           


        

        
           
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    KANAWHA ENERGY COMPANY

    KNOX CREEK COAL
CORPORATION

    LAUREN LAND COMPANY

    LAXARE, INC.

    LOGAN COUNTY MINE SERVICES,
INC.

    LONG FORK COAL COMPANY

    LYNN BRANCH COAL COMPANY,
INC.

    MAJESTIC MINING, INC.

    MARFORK COAL COMPANY,
INC.

    MARTIN COUNTY COAL
CORPORATION

    MASSEY COAL SALES COMPANY,
INC.

    MASSEY GAS & OIL
COMPANY

    MASSEY TECHNOLOGY INVESTMENTS,
INC.

    NEW MARKET LAND COMPANY

    NEW RIDGE MINING COMPANY

    NEW RIVER ENERGY
CORPORATION

    NICCO CORPORATION

    NICHOLAS ENERGY COMPANY

    OMAR MINING COMPANY

    PEERLESS EAGLE COAL CO.

    PERFORMANCE COAL COMPANY

    PETER CAVE MINING COMPANY

    PILGRIM MINING COMPANY,
INC.

    POWER MOUNTAIN COAL
COMPANY

    RAVEN RESOURCES, INC.

    RAWL SALES & PROCESSING
CO.

    ROAD FORK DEVELOPMENT

    COMPANY, INC.

    ROBINSON-PHILLIPS COAL
COMPANY

    RUM CREEK COAL SALES,
INC.

    RUSSELL FORK COAL COMPANY

    SC COAL CORPORATION

    SCARLET DEVELOPMENT
COMPANY

    SHANNON-POCAHONTAS
COALCORPORATION

    SHANNON-POCAHONTAS
MININGCOMPANY

    by: SHANNON-POCAHONTAS
COAL

    CORPORATION,
its partner

    by: OMAR MINING COMPANY, its
partner

    SHENANDOAH CAPITAL

    MANAGEMENT CORP.

    SIDNEY COAL COMPANY, INC.

    SPARTAN MINING COMPANY

    ST. ALBAN’S CAPITAL

    MANAGEMENT CORP.

     

    
      
         

      

      
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    STIRRAT COAL COMPANY

    STONE MINING COMPANY

    SUPPORT MINING COMPANY

    SYCAMORE FUELS, INC.

    T.C.H. COAL CO.

    TALON LOADOUT COMPANY

    TENNESSEE CONSOLIDATED
COALCOMPANY

    TENNESSEE ENERGY CORP.

    THUNDER MINING COMPANY

    TOWN CREEK COAL COMPANY

    TRACE CREEK COAL COMPANY

    TUCSON LIMITED LIABILITY
COMPANY,

    by:
ALEX ENERGY, INC., its Manager

    VANTAGE MINING COMPANY

    WHITE BUCK COAL COMPANY

    WILLIAMS MOUNTAIN COAL
COMPANY

    WYOMAC COAL COMPANY, INC.

    


    


    By:           /s/ Richard R.
Grinnan

    Richard R. Grinnan

    Secretary

     

    


    MASSEY COAL SERVICES,
INC.

    


    


    By:           /s/ M. Shane
Harvey

    M. Shane Harvey

    Secretary

    


    WILMINGTON
TRUST COMPANY, AS TRUSTEE

    


    


    By:           /s/ Kristin L.
Moore

               Name:  Kristen
L. Moore

               Title:  Assistant
Vice President